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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
CollPlant Biotechnologies Ltd (Name of Issuer) |
Ordinary Shares, par value NIS 1.5 per share (Title of Class of Securities) |
19516R107 (CUSIP Number) |
Lillian S. Loewenbaum 1000 Westbank Dr, Ste #2A, Austin, TX, 78746 512-423-5857 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
Loewenbaum Lilian S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
186,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 11: Consists of (a) 25,000 shares of the Issuer's ordinary shares underlying American Depository Shares ("ADSs") held in the Lillian Shaw Loewenbaum Trust, and (b) 161,289 shares of the Issuer's ordinary shares underlying ADSs held by the Reporting Person directly.
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
George Walter Loewenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,256,056.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 11: Consists of (a) 65,000 shares of the Issuer's ordinary shares underlying ADSs held by the Walter Loewenbaum Trust, (b) 220,917 ordinary shares underlying ADSs held by the Reporting Person directly, and (c) 970,139 ordinary shares underlying ADSs held by the Reporting Person in an IRA.
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
Elizabeth S. Loewenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,688.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
The Loewenbaum 1992 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
170,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
The Waterproof Partnership, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
The Loewenbaum Residence Trust FBO Anna Loewenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
The Elizabeth Scott Loewenbaum 1992 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
Patrick Chalmers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
Reginald J. Hargrove | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
272,788.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 11: Consists of (a) 20,688 shares of the Issuer's ADSs held by spouse, and (b) 224,000 held by trusts over which the reporting person is a trustee with shared voting and dispositive power.
SCHEDULE 13D
|
| CUSIP No. | 19516R107 |
| 1 |
Name of reporting person
Nachum Shamir | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,298.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Dual citizen of United States and Israel
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 1.5 per share |
| (b) | Name of Issuer:
CollPlant Biotechnologies Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
4 Oppenheimer St, Weizmann Science Park, Rehovot,
ISRAEL
, 7670104. |
| Item 2. | Identity and Background |
| (a) | The Waterproof Partnership, Ltd., The Loewenbaum 1992 Trust, The Loewenbaum Residence Trust FBO Anna Loewenbaum and The Elizabeth Scott Loewenbaum 1992 Trust are collectively referred to as the "Reporting Entities" and each as a "Reporting Entity." George Walter Loewenbaum, Elizabeth S. Loewenbaum, Lilian S. Loewenbaum, Reginald J. Hargrove and Nachum Shamir are referred to herein as the "Individual Filers" and each, an "Individual Filer". The Individual Filers and the Reporting Entities are collectively referred to herein as the "Reporting Persons".
The Waterproof Partnership, Ltd., a holding company, is a Texas limited partnership, with George Walter Loewenbaum and Lilian S. Loewenbaum serving as general partners. The Loewenbaum 1992 Trust, a holding company, is a Texas trust, with George Walter Loewenbaum and Lilian S. Loewenbaum serving as trustees. The Loewenbaum Residence Trust FBO Anna Loewenbaum, a holding company, is a Texas trust, with George Walter Loewenbaum and Lilian S. Loewenbaum serving as trustees. The Elizabeth Scott Loewenbaum 1992 Trust, a holding company, is a Texas trust, with George Walter Loewenbaum and Lilian S. Loewenbaum serving as trustees. |
| (b) | The address of each Reporting Person, other than Nachum Shamir, is 1000 Westbank Dr, Ste #2A, Austin, TX 78746. George Walter Loewenbaum, Elizabeth S. Loewenbaum, Lilian S. Loewenbaum and Reginald J. Hargrove are citizens of the United States and their current occupations are individual private investors. Nachum Shamir is a dual citizen of Israel and the United States and his occupation is a private investor. His address is 7900 Escala Dr, Austin TX 78735. |
| (c) | Refer (b) above |
| (d) | During the last five years, none of the Reporting Persons nor any general partner or trustee of the Reporting Entities (a) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (e) | Refer (d) above |
| (f) | Refer (b) above |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information concerning the ownership of Ordinary Shares of the Reporting Persons set forth on the cover pages hereto is expressly incorporated by reference herein. | |
| Item 4. | Purpose of Transaction |
On October 20, 2024, the Reporting Persons delivered a letter to the Board of Directors of the Issuer (the "Board") requesting the appointment of Nachum Shamir as Chairman in the immediate future and requesting consideration of adding other qualified individuals to the board. A copy of the letter is filed as Exhibit 3.
The acquisitions of Ordinary Shares by the Reporting Persons for investment purposes.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price of and other market conditions relating to the Ordinary Shares or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations, and other factors deemed relevant, may form a plan or proposal to take any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, in which case the Reporting Persons will file an amendment to this Schedule 13D. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information concerning the ownership of Ordinary Shares of the Reporting Persons set forth on the cover pages hereto is expressly incorporated by reference herein. To the best knowledge of the Reporting Persons, as of June 30, 2025, there were 12,716,014 Ordinary Shares outstanding (which number was set forth in the Issuer's Form 6-K filed by the Issuer with the SEC on August 20, 2025). The calculations of percentages in this Schedule 13D are based on the number of shares of Ordinary Shares outstanding on June 30, 2025 plus the shares that may be issued to the Reporting Persons within 60 days upon the exercise of options and warrants.
Collectively, the Reporting Persons beneficially own in the aggregate 2,005,719 Ordinary Shares, representing 15.8% of the total outstanding Ordinary Shares (including the shares that may be issued to the Reporting Persons within 60 days upon the exercise of options and warrants). |
| (b) | The information concerning the ownership of Ordinary Shares of the Reporting Persons set forth on the cover pages hereto is expressly incorporated by reference herein. |
| (c) | Since the filing of the initial Schedule 13D on September 30, 2025, the Reporting Persons have not effected any transactions involving the Ordinary Shares. |
| (d) | Except as listed in Item 5(a), to the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons have entered into a Joint Filing Agreement, dated October 20, 2025, a copy of which is attached hereto as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
1. Joint Filing Agreement dated January 28, 2025 (incorporated by reference to Exhibit A to the Schedule 13G/A filed by the Reporting Persons on January 28, 2025).
2. Joint Filing Agreement dated October 20, 2025.
3. Letter delivered to Issuer, dated October 20, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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